Vodafone 2015 Annual Report Download - page 72

In March, the Committee reviewed the
Board’s diversity policy and agreed that since
the Board had achieved its aspiration of 25%
female presence on the Board, the Board
diversity policy should be updated to reect
that achievement and should state the intention
to maintain that level, subject to suitable
candidates being available. We continue
to focus on encouraging diversity of business
skills and experience, recognising that Directors
with diverse skills sets, capabilities and
experience gained from different geographic
and cultural backgrounds enhance the Board.
Further information, including the proportions
of women in senior management, is shown
in “Our people” on pages 28 and in “Board
Diversity” on page 61.
During the year, in the context of its corporate
governance responsibilities, the Committee
received a report from the Group General
Counsel and Company Secretary
on developments in corporate governance
that affect the Company. It also discussed
the methodology to be adopted for the 2015
review of the effectiveness of the Board,
its committees and the Directors.
The Committee also assessed the
independence of the Directors and whether
there were any potential conicts of interest.
The Committee concluded that all the
Non-Executive Directors were independent,
notwithstanding in the cases of Luc Vandevelde
and Philip Yea (who did not participate in the
relevant discussions) that they had served
on the Board for more than nine years.
The Committee, and the Board, considered
the matter carefully and decided that both
these Non-Executive Directors continue
to demonstrate the qualities of independence
and judgement in carrying out their roles,
supporting the Executive Directors and senior
management in an objective manner.
The Committee reviewed the composition
of the Board’s committees at the end of the
nancial year. The Committee also reviewed
its effectiveness and discussed the outcomes
of the overall 2015 Board effectiveness review,
in advance of the Board as a whole considering
those outcomes. In the next nancial year,
the Committee will meet four times, instead
of three, to allow greater focus on executive
succession planning.
In the year ahead the Committee will continue
to assess what enhancements should be made
to the Board’s and committees’ composition
and will continue to monitor developments
to ensure the Company remains at the
forefront of good governance practices.
Gerard Kleisterlee
On behalf of the Nominations and Governance Committee
19 May 2015
Attendance at scheduled meetings
Director Attendance
Luc Vandevelde 5/5
Philip Yea (member until November 2014) 3/3
Renee James 5/5
Samuel Jonah 5/5
Valerie Gooding (member from February 2015) 2/2
Key objective:
to assess and make recommendations to the Board on the policies for executive
remuneration and packages for the individual Executive Directors.
Responsibilities:
a determining, on behalf of the Board, the policy on the remuneration of the Chairman of the
Board, the Executive Directors and the senior management team;
a determining the total remuneration packages for these individuals including any
compensation on termination of ofce;
a operating within recognised principles of good governance; and
a preparing an Annual Report on Directors’ remuneration.
Committee meetings
No one other than a member of the Committee is entitled to be present at its meetings.
The Chairman of the Board and the Chief Executive may attend the Committee’s meetings
by invitation but they do not attend when their individual remuneration is discussed.
No Director is involved in deciding his or her own remuneration. The Committee met ve times
during the year.
Main activities of the Committee during the year
A detailed report to shareholders from the Committee on behalf of the Board in which,
amongst other things, I have included a description of the Committee’s activities during the
year, is contained in “Directors’ remuneration” on pages 75 to 91.
Membership
Chairman (pictured right):
Luc Vandevelde Independent Non-Executive Director
Valerie Gooding Independent Non-Executive Director
Renee James Independent Non-Executive Director
Samuel Jonah Independent Non-Executive Director
Remuneration Committee
“Our remuneration policy and executive pay packages are
designed to be competitive and drive behaviour in order to achieve
long-term strategic goals. When making decisions we are mindful
of the wider economic conditions and shareholderfeedback.”
Board committees (continued)
Vodafone Group Plc
Annual Report 2015
70